Skadden has one of the world’s most experienced practices focused on energy and infrastructure transactions, including mergers and acquisitions, project finance and project development across all fuel types. With energy and infrastructure projects attorneys across the globe, Skadden has closed hundreds of complex transactions throughout North America, Latin America, Europe, Africa, Asia and the Middle East involving energy-related and other infrastructure facilities.

Our energy and infrastructure practice was selected as one of Law360’s Project Finance Groups of the Year for 2015 and was shortlisted for a Chambers USA 2016 Award for Excellence in Projects: Power (including renewables). We have been consistently recognized as one of the top firms in the areas of power, electricity, renewables and alternative energy, and oil and gas by Chambers USA, Legal 500, the International Financial Law Review and other leading publications. We have one of the world’s premier practices representing clients in the development, financing, construction, operation, acquisition, ownership and disposition of energy and infrastructure projects.

Recent Highlights

BNP Paribas in connection with a $395 million senior secured credit facility consisting of a $320 million Term Loan B facility and a $75 million letter of credit facility for Northeast Wind provided to refinance a portfolio of wind farms. This matter was named the North America Wind Deal of the Year for 2013 by Project Finance magazine.

Citibank, N.A. and its affiliates in connection with a number of tax equity investment funds, including inverted leases, partnership flips and, most recently, a first-of-its kind PACE transaction. The investments have been in the residential, commercial and industrial sectors.

Credit Suisse, Morgan Stanley, RBC Capital Markets and J.P. Morgan Securities LLC in seven separate project bond financings for the Sabine Pass Liquefaction Project owned by Cheniere Energy Partners for the issuance of over $10 billion of senior secured notes including, Morgan Stanley & Co. LLC as lead initial purchaser in an $1.5 billion Rule 144A/Reg S offering of 5.625% senior secured notes due 2021 and $1 billion of 5.625% senior secured notes due 2023 by Sabine Pass Liquefaction, LLC. The proceeds of the offering will be used for the construction of two natural gas liquefaction trains at Sabine Pass Liquefaction’s facility in Cameron Parish, Louisiana. This deal was named North America Midstream Oil & Gas Deal of the Year for 2013 by Project Finance magazine.

Dynegy Inc. and Energy Capital Partners in their $3.3 billion acquisition of the United States fossil electric generation portfolio of ENGIE North America Inc. through a newly formed joint venture named Atlas Power, LLC.

Enel Green Power S.p.A. in its $440 million sale to GE Energy Financial Services of a 49 percent interest in an approximately 760 MW portfolio of renewable energy projects, including hydroelectric, geothermal, wind and solar electric generating assets, all located in North America. The transaction involves a structure similar to a yieldco, under which Enel will continue to manage, operate and maintain the assets and will grant GE a right of first offer over certain assets within its development pipeline.

First Solar, Inc. in connection with the formation and $420 million initial public offering of Class A shares representing limited partner interests of 8point3 Energy Partners LP, a new yieldco formed as a joint venture between First Solar and SunPower Corporation to own, operate and acquire solar energy generation projects. At its IPO, 8point3 Energy Partners LP owned interests in 432 MW of solar energy projects. Skadden also has represented First Solar in connection with numerous project development, finance and M&A matters, including five transactions with affiliates of Southern Company, involving sales of interests in solar PV generating facilities in California and Texas.

Hanwha Q CELLS Co., Ltd. in a solar module supply agreement with a subsidiary of NextEra Energy, Inc. Hanwha Q CELLS will provide more than 1.5 GW of solar modules to NextEra for solar projects in the United States. NextEra’s upfront payment was secured by a letter of credit issued by the Export-Import Bank of Korea and a guaranty by a Hanwha affiliate. At the time of its signing, this was the largest agreement of its kind in U.S. history.

J.P. Morgan Asset Management, Inc. in the formation of a joint venture company with Sonnedix Management Services Ltd., Sonnedix Power Holdings Ltd., to pursue opportunities in the global solar market. Skadden subsequently represented J.P. Morgan Asset Management in the acquisition of an additional 47.5 percent of the equity interests of Sonnedix Power Holdings.

Morgan Stanley & Co. LLC as lead initial purchaser in a $575 million Rule 144A/Regulation S offering of 5.5% senior secured notes due 2032 by México Generadora de Energía, S. de R.L., which is developing a 500 MW gas-fired, combined-cycle generating facility in Mexico. This transaction was named Power Finance Deal of the Year for 2012 by Latin Finance.

Pattern Energy Group LP (Pattern Development) in financings totaling more than $1 billion for two Broadview wind farms and the Western Interconnect transmission line in New Mexico and Texas.

Government of South Sudan in its oil sector negotiations with North Sudan and in South Sudan’s oil production and transportation arrangements with the international oil companies operating in the region.

A syndicate of 18 international banks and other financial institutions in connection with Sasol Limited’s $4 billion credit facility for its ethane cracker, which converts ethane into ethylene, at its existing site in Lake Charles, Louisiana. This matter was named Americas Petrochemical Deal of the Year for 2014 by Project Finance International and North American Petrochemicals Deal of the Year for 2014 at the first annual IJGlobal Americas Awards.

U.S. Department of Transportation, acting through its Transportation Infrastructure Finance and Innovation Act credit program, in connection with 13 transportation infrastructure projects (nine closed in a three-year period and four ongoing), including a $1.3 billion loan to the Metropolitan Washington Airports Authority for the construction of Phase 2 of the Silver Line extension in Washington D.C.’s Metrorail system, which will extend the line to Dulles International Airport.

Core Capabilities

Project Finance

Skadden consistently has been at the forefront of the project finance market, representing lenders and borrowers in some of the most complex project financing transactions, including numerous “deals of the year.” Our experience includes advising borrowers; commercial banks; insurance companies; investment and merchant banking firms; export credit agencies and multilateral institutional investors; and other financing institutions, corporate lenders and venture capital investors in a large number of major energy project financings.

Project Development

Starting with the very first Qualifying Facilities projects under the Public Utility Regulatory Policies Act of 1978, our attorneys have extensive experience representing developers, contractors, operators, fuel suppliers, off-takers and other parties involved in greenfield and brownfield project ownership, development and construction, fuel supply and transportation, and operations and maintenance matters. We have been particularly active in the development of U.S. and international solar, wind, transmission, nuclear, geothermal, biomass and electric power generating projects, as well as LNG projects in Asia, Egypt, the Caribbean and Latin America.

Private Mergers & Acquisitions

Our attorneys have worked on numerous acquisitions and divestitures, both negotiated and unsolicited, for all types of energy projects, including electric generation, transmission, and distribution assets and companies, representing buyers, sellers, underwriters and lenders. We represent yieldcos, manufacturers, investors and underwriters in M&A and corporate finance transactions, including private placements and public debt and equity issuances. Skadden is also a recognized leader in handling regulatory approvals for complex M&A transactions. This experience gives our attorneys familiarity with the business realities driving potential transactions, and we regularly advise the boards and senior management of our clients throughout the M&A process.

Project Restructurings

Skadden represents sponsors, lenders, equity investors and other interested parties in restructuring companies or projects where the company, the project or one or more of its major project participants becomes financially impaired. We have worked on a number of project restructurings in recent years, including projects in the United States, Argentina, Bolivia, Brazil, Colombia, the Dominican Republic, Guam, Guatemala, India, Indonesia, Nicaragua, Poland, the Philippines, Turkey and the United Kingdom. We draw upon the firm’s corporate restructuring, litigation and Uniform Commercial Code practice groups for advice on specific topics of concern. We have extensive experience drafting, analyzing and negotiating virtually every type of project agreement, whether involving conventional or renewable energy sources.

Tax Equity Transactions

We have extensive experience planning and structuring transactions in the renewable energy sector. Our tax-related energy experience also involves assisting energy-focused clients with industry-specific issues, both in the transactional and planning context, and in controversies and litigation, including matters before the Internal Revenue Service. Skadden’s Tax Group has worked on developments, financings, refinancings, acquisitions and dispositions of energy projects and portfolios of all sizes in the U.S. and around the globe. With our broad-based transactions practice, we have assisted numerous clients in evaluating, structuring and implementing novel transactions in the renewable energy sector, including taking advantage of tax credits, grants and other governmental incentives designed to spur investment in renewable energy projects.

Yieldcos

Skadden has significant experience representing project sponsors, issuers, underwriters and lenders in the formation, IPO and financing of yieldcos and other debt and equity warehouse financings. Yieldcos, with their low cost of capital and need for continued growth, will continue for some time to have a major impact on the renewable energy market, including the M&A market and as an “exit strategy” for developers. Whether or not a company’s transactions involve yieldcos, the firm’s experience representing developers in forming yieldcos, and our experience with yieldcos in the M&A market, will assist when formulating and implementing an acquisition strategy in today’s market.

Industry Experience

Conventional / Non-Renewable Power Sources

The firm has significant experience drafting, analyzing and negotiating a variety of project agreements involving conventional energy sources such as gas, coal and oil. We represent utility and independent power producer owners, developers, operators, fuel suppliers, offtakers and other parties in connection with greenfield and brownfield projects, and we are experienced in governmental implementation contracts and guarantee arrangements, joint venture arrangements, fuel supply and transportation arrangements, international construction contracts, operation and maintenance (O&M) agreements, equipment purchase agreements and long-term service agreements.

Oil, Gas and Other Natural Resources

Skadden regularly advises strategic players, lenders and private-equity investors in acquisitions, divestitures, financings and development programs in oil and gas and hard minerals exploration and production, pipeline and other methods of transportation and related service sectors. These include investments in oil and gas properties in the U.S. (both onshore and offshore), including drilling programs with strategic parties, acquisitions of companies or individual properties, and acquisitions from parties in Chapter 11.

Skadden has advised on the development, acquisition and financing of domestic and international wind energy generation projects. We have represented project developers, financial institutions, electric utilities, private equity and other investors in the development, construction, operation, acquisition, disposition, ownership and financing of U.S. and international wind energy generation projects. We also represent numerous clients regarding the negotiation of PPAs, joint venture arrangements, as well as federal regulatory, real estate, environmental, transmission, and U.S. and international tax issues for wind energy generation projects. We are able to draw on our experience in a broad range of practices to advise in almost any discipline that is required to serve the wind power industry.

Nuclear

Skadden has applied our knowledge of M&A transactions to the specific challenges associated with the purchase and sale of nuclear projects and businesses. Our work in the nuclear industry has included structuring acquisitions and dispositions of nuclear facilities to minimize potential nuclear and non-nuclear liabilities and maximize statutory protection for potential sellers and purchasers of nuclear projects; conducting due diligence on nuclear development, construction, operation and decommissioning matters; negotiating agreements for the purchase, sale and spin-off of nuclear projects; and obtaining required licenses and government approvals, including from the Nuclear Regulatory Commission and the Committee on Foreign Investment in the United States.

Biomass / Waste-to-Energy / Geothermal

Our firm has been involved in representing developers and lenders in connection with biomass and waste-to-energy projects since the early 1980s. Decades of experience has contributed to a full understanding of the issues that are particular to the industry. We have also been involved in the geothermal industry since 1992, when we represented the underwriters in the very first geothermal 144A project financing. Since that time, we have continued to advise developers, offtakers and financing parties concerning the special issues that arise in the geothermal industry.

Hydroelectric

Skadden is highly experienced on all types of power generation projects, including matters relating to hydroelectric projects and facilities. We advise on all phases of hydroelectric transactions, including project development, financing, and acquisition and divestiture. We understand the legal, diligence and deal issues that are important to project sellers, investors, borrowers and lenders. As a recognized leader in high-profile energy M&A transactions we have extensive experience navigating the regulatory issues that impact an energy transaction, including environmental and real property issues associated with hydroelectric projects and associated dams. We are able to develop creative solutions to Federal Energy Regulatory Commission (FERC) issues and other issues arising from transfers of hydroelectric projects.

Infrastructure/Public-Private Partnership

Our attorneys have vast experience in the areas of aviation, road and rail infrastructure, with deep knowledge of public-private partnerships, privatizations, mergers and acquisitions, corporate finance transactions, and litigation and arbitration matters relating to these transportation sectors. Transactions and disputes involving railroads and roadways require a coordinated and multidisciplinary approach, with sensitivity to the special issues relating to assets that constitute critical infrastructure.

Transmission

Skadden has represented the sponsors of many of the first successful independent transmission projects developed and financed in the U.S. and internationally. Our work has included drafting and negotiating agreements for development capital, transmission capacity purchase agreements, construction contracts, joint ownership agreements using tenancy in common structures, financing agreements for construction and permanent financing, offering documents associated with the public offering of shares in independent transmission companies, and purchase and sale agreements in the sale of transmission projects. In addition to our work associated with independent transmission projects, Skadden also advises on the development, construction and financing of transmission facilities for electric utility clients.

Construction

Skadden advises on all aspects of construction transactions and resolution of construction-related disputes. We cover the spectrum of conventional and renewable energy projects and infrastructure matters, including natural gas, coal, nuclear, wind, solar, geothermal and biomass power plants, natural gas pipelines and gas processing facilities, electric transmission lines, LNG liquefaction and regasification facilities, railroads, cement plants, resort hotels and casinos, sports stadiums, roads, airports, ports and water infrastructure facilities, and marine construction. We have experience in the U.S. and internationally structuring contracts (both on a turnkey and multiple contract basis) under various pricing structures and in addressing cross-border issues.

Supporting Practices

Corporate Finance

Our Corporate Finance Group regularly represents clients in financings in the energy and infrastructure sectors, including borrowers, commercial banks, investment and merchant banking firms, export credit agencies and multilateral institutional investors, corporate lenders, private equity investors and venture capital investors. These transactions have involved numerous types of financing arrangements, including commercial bank financings; multilateral, bilateral and export credit agency financings; construction and term debt facilities; equity and debt syndications; partnerships; public and private security issuances; and various lease-based transactions. Skadden also has been at the forefront of yieldco transactions and frequently represents project sponsors in creating yieldco vehicles, including major solar and wind power companies.

Skadden’s experience encompasses all combinations of debt and equity instruments issued by U.S. and international energy companies in markets worldwide. Operating in a capital markets environment characterized by rapid change and innovation, our attorneys are often relied upon to structure new securities and transactions that enable their energy sector clients to meet their business goals. Skadden consistently has been named one of the leading firms globally in capital markets by Chambers Global and Chambers USA, with many of our attorneys individually identified as leaders in the area of corporate finance.

Energy Regulation and Litigation

Skadden is one of the few major law firms with a dedicated practice group advising on all regulatory aspects of the U.S. energy industry. Our Energy Regulation and Litigation Group is consistently ranked among the leading practices by Chambers USA and Legal 500. The group has been described in Chambers USA as “Outstanding, the best of the best, the gold standard” … with a “very broad and deep bench of outstanding attorneys” and, further, that “Skadden is an absolute powerhouse. … A true juggernaut practice.”

A number of attorneys in the group have held senior positions at the FERC, including a former FERC commissioner, two former FERC general counsels and several nonlawyer professionals. The group has played a lead role in many of the most important FERC cases, including trials and appeals, over the last several years. In addition, the group handles all types of energy litigation, including court litigation at both the trial and appellate stages and arbitrations.

Environmental

Our Environmental Group helps clients adhere to stringent environmental laws and regulations. The firm’s practice involves litigation in state and federal courts and in administrative proceedings. We have defended environmental civil penalty and criminal cases, lawsuits involving disputes over environmental contract terms, cost recovery actions under Superfund and natural resource damage, among other cases involving environmental statutes. Skadden attorneys also provide regulatory counseling — negotiating environmental contract provisions and conducting due diligence audits in connection with mergers, acquisitions and project financings — both inside and outside the United States. We also advise on international environmental and trade issues.

Real Estate

Skadden’s Real Estate Group has extensive experience in representing energy clients in developments, financings (including construction financing), joint venture investments, acquisitions and dispositions. In this area, we have represented clients in some of their most noteworthy deals covering a wide range of various energy production methods including solar, wind, geothermal, hydropower, natural gas, nuclear energy, and coal as well as energy distribution systems for gas and electricity.

Skadden has significant experience drafting, analyzing and negotiating a variety of project agreements involving conventional energy sources such as gas, coal and oil. We represent utility and IPP owners and developers, operators, fuel suppliers, off-takers and other parties in connection with greenfield and brownfield projects, and we are experienced in governmental implementation contracts and guarantee arrangements, joint venture arrangements, fuel supply and transportation arrangements, international construction contracts, operation and maintenance agreements, equipment purchase agreements and long-term service agreements.

Coal

Skadden has been involved in many development projects and financings with companies in the coal industry and with coal-fired projects worldwide. For example, we have represented, among others:

Credit Suisse as lender in a $1.1 billion first lien and second lien senior secured credit facility for the acquisition financing of the Coleto Creek Power Station, a 632 MW pulverized coal-fired generating plant in Goliad, Texas, that was sold by Carlyle/Riverstone Global Energy and Power Fund II, L.P. to American National Power Inc. for US$1.1 billion.

Longview Power, a subsidiary of GenPower, as developer in the negotiation of a 300 MW contract for a power purchase agreement and hedging contract for the 600 MW Longview coal-fired project in West Virginia.

Nevada Power Company, an electric utility, in all aspects of the development and construction of a $3.2 billion, 1,500 MW supercritical pulverized coal-fired power plant near Ely, Nev., including procurement of major equipment and engineering, procurement and construction services and refurbishment of a 100-mile railroad line.

P.T. Paiton Energy (Indonesia) in a US$1.3 billion financing from Japan Bank for International Cooperation and a consortium of commercial banks for Paiton III, a 815-MW coal-fired power plant in Indonesia. The main shareholders of PT Paiton Energy are Mitsui & Co., Ltd., International Power plc and The Tokyo Electric Power Company. This was named "Project Finance Deal of the Year" for 2010 at International Financial Law Review's Asia Awards.

The Bank of Nova Scotia as lead arranger of a US$120 million term loan financing to Black Hills Wyoming, LLC, a generator and distributor of electricity and a producer of natural gas, oil and coal, for a 90 MW coal-fired power plant in Wyoming.

Xcel Energy and Public Service Company of Colorado in the development of an approximately $1.1 billion 750 MW supercritical pulverized coal-fired power plant in Colorado (Comanche 3), including the drafting and negotiating of separate engineering, procurement and construction contracts for the steam turbine generator, the boiler facility, the air quality control system, the balance of plant and coal-handling equipment. Skadden drafted and negotiated cotenancy ownership and operation arrangements with two co-owners.

Natural Gas

Skadden has been involved in many development projects and financings with companies in the natural gas industry and with natural gas projects worldwide. For example, we have represented, among others:

AEI in the refinancing of the bunker-fired barge cogeneration facility located in Puerto Quetzal, Guatemala. The facility consists of an 110 MW barge-mounted fuel oil-fired power station and a 124 MW barge-mounted fuel-oil power station.

affiliates of ArcLight Capital Partners in the acquisition of substantially all of the assets of Progress Ventures, a subsidiary of Progress Energy. Progress Ventures divested its Effingham County Power, Monroe Power Company Generating, Walton County Power and Washington County Power subsidiaries, including certain power supply contracts to ArcLight.

ArcLight Capital Partners, LLC, a private equity firm, in the sale of a 49.9 percent stake in its 2.5-GW portfolio of five natural gas-fired power plants in Georgia to GE Energy Financial Services and the Government of Singapore Investment Corporation Pte Ltd. The portfolio of power plants make up the largest fully independent power producer in the southeastern United States.

BNP Paribas, WestLB AG and Calyon as joint lead arrangers and the lending group in a $500 million financing relating to the acquisition of a portfolio of four natural gas fired power plants by LS Power Equity Partners, LP. The portfolio includes the Arlington Valley Project, a 568-MW plant in Arlington, Ariz.; the Griffith Project, a 570-MW plant in Kingman, Ariz.; the Rocky Road Project, a 333-MW plant in East Dundee, Ill., and the Tilton Project, a 176-MW plant in Tilton, Ill. The financing consisted of a $380 million term loan facility, a $50 million revolving loan facility and a $70 million letter of credit facility. The financing was secured by the equity interest in the borrower entity and the subsidiary project companies and the real property and physical assets of the borrower entity and the subsidiary project companies.

Entergy Corporation in the sale of Entergy Power Ventures, L.P., the owner of a 60.9 percent interest in the 550 MW gas-fired Harrison County Power Project, to East Texas Electric Cooperative and Northeast Texas Electric Cooperative.

PowerSmith Cogeneration Project LP in the negotiation of a new 15-year power purchase agreement with Oklahoma Gas and Electric Company for the generation and sale of electricity from the PowerSmith facility, an existing 112MW gas-fired cogeneration plant in Oklahoma City.

Progress Energy, Inc. (an electricity generation company) in its $405 million sale of DeSoto County Generating Co., LLC and Rowan County Power, LLC (two gas-fired electric generating facilities in Florida and North Carolina) to Southern Power Company, an operator of power plants. Skadden also represented Progress Ventures, Inc. , a subsidiary of Progress Energy, Inc., in the negotiation of a 621MW long-term tolling arrangement with Southern Power Company.

Biomass/Waste-to-Energy

Skadden has been involved in representing developers and lenders in connection with biomass and waste-to-energy projects since the early 1980s. Our recent experience includes:

AES in its $51 million sale of two biomass energy facilities and a biomass energy fuel management business in Central Valley, Calif., to Covanta Holding Corporation, a provider of waste management services.

Alternative Energy in the development and financing of a $45 million 34 MW wood-waste facility in Maine.

Foster Wheeler in the $93 million, sale/leaseback of a 12.8 MW municipal solid waste-fired facility in Charleston, South Carolina.

Silver Point Finance in its proposed $95 million bid for the assets of U.S. Energy Biogas, a renewable energy company that converts landfill gas into electricity.

Geothermal

Skadden has been involved in the geothermal industry since 1992, when we represented the underwriters in the very first geothermal 144A project financing. Since that time, we have continued to advise developers, offtakers and financing parties concerning the special issues that arise in the geothermal industry. Our experience includes:

ArcLight Capital Partners in the leveraged lease financing of three geothermal power generation projects.

Lehman Brothers in connection with the approximately $560 million Rule 144A offering by Coso Funding Corp. for California Energy Company’s Coso geothermal field.

Morgan Stanley as joint lead arranger, joint bookrunner and administrative agent in connection with the $140 million senior secured credit facilities to fund the construction of a approximately 40 MW state-of-the-art renewable energy geothermal power plant in Nevada.

Nevada Power Company in the negotiation of agreements to purchase electricity from geothermal electricity generating power plants in Desert Peak, Elko and Steamboat Springs, Nevada.

Nuclear

We have applied our knowledge of M&A transactions to the specific challenges associated with the purchase and sale of nuclear projects and businesses. Our work in the nuclear industry has included structuring acquisitions and dispositions of nuclear facilities to minimize potential nuclear and non-nuclear liabilities and maximize statutory protection for potential sellers and purchasers of nuclear projects; conducting due diligence on nuclear development, construction, operation and decommissioning matters; negotiating agreements for the purchase, sale and spin-off of nuclear projects; and obtaining required licenses and government approvals, including from the Nuclear Regulatory Commission and the Committee on Foreign Investment in the United States. Recent experience includes:

The Tokyo Electric Power Company (Japan) in its US$155 million acquisition of a 10 percent stake in the South Texas Project expansion from Nuclear Innovation North America, LLC, a subsidiary of NRG Energy, Inc. and Toshiba Corporation. This transaction marks the first time a Japanese utility has invested in an overseas nuclear power project.

Toshiba Corporation in the $540 million sale of a 10 percent stake in Westinghouse Electric Company, a builder of nuclear power plants, to Kazatomprom, a supplier of uranium.

Westinghouse Electric Company, a builder of nuclear power plants, in its $100 million acquisition of Nuclear Fuel Industries from The Furukawa Electric and Sumitomo Electric Industries.

Wisconsin Energy Corporation and its subsidiary Wisconsin Electric Power Company in the $1 billion sale of its Point Beach Nuclear Plant to FPL Energy, a subsidiary of FPL Group.

Solar

Skadden frequently represents clients in connection with development, acquisition and financing of solar energy projects and companies, including both photovoltaic and concentrating solar power projects. We also advise clients on investments in solar energy technologies and intellectual property matters. Recent experience includes:

Bank of America Merrill Lynch in a $1.4 billion loan guaranteed by the U.S. Department of Energy for Project Amp, the world’s largest distributed rooftop solar generation project, which supports the installation of approximately 752 MW of photovoltaic (PV) solar panels on 750 existing rooftops. The electricity generated from these panels will contribute directly to the electrical grid.

Citi's Sustainable Development Investments as lead investor of a private equity consortium in the $140 million financing of SolarReserve to advance its development of utility-scale renewable energy solar power plants and associated storage.

Credit Suisse First Boston LLC and Lehman Brothers Inc. as:

lead underwriters in the $139 million initial public offering of common shares of SunPower Corporation, which was spun-off by Cypress Semiconductor Corporation; and

joint bookrunning managers in the $207 million offering of Class A common stock of SunPower Corporation.

Credit Suisse Securities (USA) LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc. , Morgan Stanley & Co. Incorporated, and Cowen and Company, LLC as underwriters in two concurrent offerings by SunPower Corporation: a $225 million offering of 0.75% convertible senior debentures due 2027, and a $174 million offering of 3 million shares of Class A common stock. Skadden also represented Credit Suisse Securities (USA) LLC and its affiliate, Credit Suisse International, in SunPower’s offering of an additional 2 million Class A shares of common stock, in which Credit Suisse International borrowed the shares pursuant to a share lending agreement.

Credit Suisse Securities (USA) and UBS Securities as lead underwriters in two concurrent offerings by Energy Conversion Devices, a manufacturer of products that generate and store power and store information electronically, of rechargeable batteries, and of solar panels: a $316 million offering of 3 percent convertible senior notes due 2013 and an approximately $105 million public offering of common stock. Skadden also represented Credit Suisse Securities (USA) and its affiliate, Credit Suisse International, in Energy Conversion Devices’s offering of an additional 3.4 million shares of common stock, in which Credit Suisse International borrowed the shares pursuant to a share lending agreement.

two CSP manufacturers in raising equity through private placements and potential IPOs.

Duke Energy Corporation in a joint venture with ENN Group Co., Ltd. (China) to develop solar projects in the U.S.

Financial institutions serving as “lender applicants” under the DOE’s FIPP loan guaranteed program with respect to solar and other commercial technology projects.

First Solar, Inc. in connection with:

a $1.46 billion loan to support the 550 MW Desert Sunlight PV project as well as construction, O&M arrangements and the sale of the project to investors, including affiliates of NextEra. When complete, this will be the largest solar PV project in the world. The financing for the project is being provided by a syndicate of banks and other financial institutions led by Citi and Goldman Sachs;

a $646 million guaranteed loan from the Federal Financing Bank to support Antelope Valley Solar Ranch One, a 230 MW PV project, as well as the construction, O&M arrangements and the sale of the project to an affiliate of Exelon, who agreed to invest up to $713 million in the project; and

a $967 million guaranteed loan from the Federal Financing Bank to support the 290 MW Agua Caliente solar project in Arizona as well as construction arrangements, O&M arrangements, and the sale to an affiliate of NRG Energy, Inc. When closed, this was the largest solar power financing in the world. This project was awarded "Solar Project of the Year" by Renewable Energy World.

FPL Energy, LLC in its acquisition of a 45 percent stake in five 30 MW solar electric generating facilities (SEGS III, SEGS IV, SEGS V, SEGS VI and SEGS VII – the Luz projects) in the Mojave Desert, and in its negotiation of a loan agreement whereby affiliates of Carlyle/Riverstone Global Energy and Power Fund II (a private equity fund that invests in the energy industry) acquired a 49 percent interest in the Luz projects.

JA Solar Holdings Co., Ltd. (China) in:

a US$400 million offering of 4.5% senior convertible notes due 2013. Concurrently, JA Solar and the lead underwriters entered into a stock borrowing facility to facilitate hedging transactions of the convertible bond investors. JA Solar also entered into capped call transactions relating to the American Depositary Shares initially issuable upon conversion of the notes with the affiliates of the underwriters;

its US$306 million follow-on offering of American Depositary Shares, which were listed on NASDAQ; and

its US$241 million IPO of American Depositary Shares, which were listed on NASDAQ. Prior to the IPO, JA Solar sold preference shares to private equity investor Leeway Asia L.P. (Cayman Islands) and strategic investor Mitsubishi Corporation (Japan). This was named the top performing IPO for 2007 by The Deal.

Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC as joint bookrunning managers in a $200 million offering of 1.25% convertible senior debentures due 2027 and in a concurrent $120 million offering of Class A common stock by SunPower Corporation, a manufacturer of solar panels and cells.

a major commercial real estate developer in the negotiation of power purchase agreements for two large shopping centers from solar projects.

a major financing institution in making tax-equity investments in solar projects in California and other states.

Mamata Group (India) in connection with the formation of Mamata Pyron Solar Private Limited, an Indian joint venture with affiliates of Pyron Solar Inc., a research and development company that is developing with Boeing-Spectrolab a novel system to convert sunlight into energy.

Morgan Stanley & Co. International Limited as sole bookrunner and lead manager in a $60 million Regulation S offering of zero coupon convertible bonds due 2011, convertible into ordinary shares, by Jain Irrigation Systems Ltd. (India).

Morgan Stanley Private Equity as borrower of a $215 million acquisition financing from Barclays Capital and Barclays Bank PLC and a $55 million acquisition financing from Barclays Capital and Solar Capital LLC.

a Midwestern utility in the negotiation of power purchase agreements for energy from solar and wind projects.

Nevada Power Company and Sierra Pacific Power Company in the negotiation of power purchase agreements for the Nevada Solar One CSP project.

NTR plc (Ireland) in its $100 million acquisition of a 51 percent controlling stake in Stirling Energy Systems, a manufacturer of solar power generation equipment for power plants.

Solar Energy Industry Association (SEIA) in connection with all aspects of the DOE loan guarantee programs, including biweekly meetings with a SEIA Working Group of 50 solar companies and meetings with senior officials of the DOE, White House, Office of Management and Budget, and Congress.

SolarReserve, LLC in connection with a $737 million loan from the Federal Financing Bank to support the Crescent Dunes Solar Energy Project as well as construction, O&M arrangements and the sale of a portion of the project to equity investors. Crescent Dunes uses a concentrating solar power (CSP) tower design with molten salt storage to store the sun’s heat, thus allowing it to generate electricity during the day and at night. This is the tallest CSP project in the world and the first of its kind in the U.S.

a U.K. company in connection with separate second-round preferred stock investments in Miasole and in Solexel, Inc., both California-based next generation solar companies in the thin-film solar sector.

Xcel Energy in developing an RFP for the procurement of solar and other renewable energy.

The Westfield Group in the negotiation of a power purchase agreement for a rooftop solar photovoltaic power project to be installed at a major shopping center in La Jolla, Calif.

its approximately US$155 million acquisition of Mountain View Power Partners, LLC, owner of a wind energy generation project in California; and

its approximately US$1.6 billion sale of a 15 percent stake to China Investment Corporation (CIC), a sovereign wealth fund. Skadden also represented AES in its concurrent letter of intent with CIC to raise an additional US$571 million of equity for an approximate 35 percent interest in its global wind generation business.

Airtricity Holdings Limited (Ireland) in:

the US$1.4 billion sale of its subsidiary, Airtricity North America, to E.ON AG (Germany), an operator of wind farms and a supplier of electricity, water and natural gas; and

the sale of its European renewable energy business to Scottish & Southern Energy Plc for an enterprise value of €1.455 billion.

ArcLight Capital Partners LLC, an energy infrastructure investment, private equity and venture capital firm, in the sale of a portion of its equity stake in Terra-Gen Power LLC, a solar, wind and geothermal energy company, to Global Infrastructure Partners, LLC, a private equity firm. In connection with the sale, Global Infrastructure provided a bridge loan to an affiliate of Arclight.

ArcLight Capital Partners, LLC and its affiliate, Terra-Gen Power, LLC in the acquisition of an 824 MW renewable energy generation portfolio of 18 geothermal, wind and solar energy generation projects located throughout the U.S.

Babcock & Brown (Australia) in:

the sale of Texas Gulf Wind, a 283.2 MW wind project, to Pattern Gulf Energy, an affiliate of Pattern Energy Group (a wind energy portfolio company of Riverstone Holdings);

its approximately US$352 million sale of three wind power projects (including the 79.5 MW Majestic Wind Energy Center in Texas, the 54 MW Butler Ridge Wind Energy Center in Wisconsin and the 51 MW Wessington Springs Wind Energy Center in South Dakota) to NextEra Energy Resources, LLC, a subsidiary of FPL Group, Inc.;

the sale of its Australian and New Zealand wind energy project development assets, its U.S. asset management business and minority stakes in two wind farms in the U.S. and Germany owned by Infigen Energy to Infigen; and

the sale of its wind development portfolio to Riverstone Holdings LLC, a private equity firm, to form Pattern Energy Group LP.

Christofferson, Robb & Company, LLC in:

the approximately $721 million sale of the 436 MW Levanto wind energy generation portfolio (a group of 39 wind energy generation projects in France and Germany) to International Power plc (U.K.); and

its acquisition of Thanet Offshore Wind Limited, a wind energy project in the U.K., from Warwick Energy Limited, a producer of renewable energy in the U.K.; and in the subsequent sale of Thanet to Vattenfall AB, an electric utility in Sweden.

CRC Global Structural Energy Fund in the sale to Vattenfill of a 300 MW wind energy generation project offshore in the U.K.

Credit Suisse as financial advisor to China Power New Energy Development Company Limited (Hong Kong) in its US$74 million acquisition of China Power Dafeng Wind Power Company Limited (China).

Deere & Company, a manufacturer of agricultural, landscaping and construction equipment, in the approximately $860 million sale of its subsidiary John Deere Renewables LLC, an operator and developer of wind power, to Exelon Corporation, an electric utility.

Duke Energy Generation Services in the acquisition of the wind energy generation development assets of Tierra Energy, a wind developer with more than 1,000 MW of wind assets in development.

EDP - Energias de Portugal, a generator and distributor of electricity, in its approximately $2.9 billion acquisition of Horizon Wind Energy, an owner and operator of wind power generation facilities in the United States, from The Goldman Sachs Group. This deal created the fourth-largest wind power generation company worldwide.

Harrington Partners, L.P.; Booner Capital, LLC; Chestnut Capital, LLC; and Midwest Renewable Energy Corporation in their approximately US$38 million sale of MREC Partners LLC and Midwest Renewable Energy Projects II (developers of wind energy projects in the U.S.) to Iberdrola Renewable Energies USA, Ltd., which is a subsidiary of Iberdrola, S.A., an energy distribution company in Spain. In addition to the upfront payment, there was a deferred consideration dependent on the development of wind projects and the trading of wind energy.

Financing

Airtricity, Inc. in the $320 million private placement to existing shareholders and to the funds managed by Ecofin Ltd., an investment advisory firm in the U.K., and in the $77 million supplemental private placement to existing shareholders and new investors.

ArcLight Capital Partners LLC and Terra-Gen Power LLC in connection with a tax equity financing from Citigroup Global Markets Inc. for a 282 MW wind power project portfolio located in California, Wyoming, Colorado, Minnesota and Texas.

a major financial institution in connection with making tax equity investments in various wind energy generation projects.

CRC Global Structured Energy Fund in the structuring by it and HypoVereinsbank of a $598 million synthetic securitization of revenues from 35 German wind energy generation projects and four French wind energy generation projects with a total capacity of 330 MW.

Edison Mission Energy and its indirect wholly owned subsidiary, Viento Funding II, Inc., in a $207 million financing of a portfolio of wind farms, including the 161 MW Wildorado Project in Texas, the 120 MW San Juan Mesa Project in New Mexico and the 81 MW Elkhorn Ridge Project in Nebraska. The financing consisted of a $189 million secured term loan, a $13 million secured letter of credit facility and $5 million secured working capital facility. The financing was secured by a pledge of EME’s indirect ownership interests in the three projects. The proceeds of the term loan will be used to refinance a portion of EME’s capital contributions to the projects.

the lessor in the US$150 million leveraged lease financing of a wind energy generation project in California.

Mackinaw Power, LLC, a developer of wind power projects, in its $289 million Rule 144A/Regulation S offering of 6.296% senior secured notes due 2023.

a major financial institution in connection with making tax equity investments in various wind energy generation projects.

Santander Investment Securities Inc., as sole bookrunner, documentation agent and syndication agent, and the lending group in a $100 million financing of the EcoGrove Wind Project, a 100.5 MW wind farm in Illinois owned by EcoGrove Wind LLC, a subsidiary of Acciona Energía, S.A. The financing consisted of a $100 million term loan facility and was secured by the equity interest in the real property and physical assets of EcoGrove Wind LLC.

the underwriters with the US$339 million initial public offering for Suzlon Energy Limited, listed on the Bombay Stock Exchange and National Stock Exchange in India, which provides wind energy solutions, including wind turbine generators.

Power Purchase Agreements and Project Development

an American public utility in the negotiation of multiple renewable energy credit purchase agreements.

an American public utility in the review of multiple wind energy power purchase agreements in connection with a request for proposal for renewable energy generation projects as part of the utility’s response to a portfolio standard.

a developer in the development and financing of wind energy generation project in China.

the European investment arm of an Asian industrial company in the proposed development of a 200 MW wind energy generation project in Poland.

FirstEnergy Solutions, a subsidiary of FirstEnergy Corp., in the negotiation of a power purchase agreement for 100 MW of wind energy from the 304 MW Blue Creek Wind Farm in Ohio.

New World Power Company Limited in the negotiation of a master power purchase agreement and formation of a subordinate power purchase agreement for wind energy generation projects in the U.K.

NUON International B.V. in the negotiation of a power purchase agreement for a 20 MW wind energy generation project in Nanao, Guangdong Province, China.

Nevada Power Company d/b/a NV Energy in the negotiation of power purchase agreements for:

acquisition and joint development with RES Americas of the 200 MW China Mountain wind energy generation project in Idaho.

a utility in the preparation and negotiation of a power purchase agreement with a developer for the purchase of energy and renewable energy credits from a wind project in the West, and a related purchase option.

a wind developer in the preparation and negotiation of a power purchase agreement with a utility for the sale of energy and renewable energy credits from an approximately 160 MW wind project in the Southwest.

Xcel Energy in the preparation of an RFP and related agreements for the procurement of wind and other renewable energy.

Skadden has represented the sponsors of many of the first successful independent transmission projects developed and financed in the U.S. and internationally. Our work has included drafting and negotiating agreements for development capital, transmission capacity purchase agreements, construction contracts, joint ownership agreements using tenancy in common structures, financing agreements for construction and permanent financing, offering documents associated with the public offering of shares in independent transmission companies, and purchase and sale agreements in the sale of transmission projects. In addition to our work associated with independent transmission projects, Skadden also has considerable experience advising on the development, construction and financing of transmission facilities for electric utility clients.

Our transmission projects experience includes:

Selected Independent Transmission Projects Experience

Competitive Renewable Energy zones (CREZ) representations:

Tejas Transmission in an unsuccessful bid to become a TSP; and

Sharyland Utilities in connection with construction of CREZ transmission lines.

Cross-Sound Cable Company, LLC in its $213 million sale of the company.

Hudson Transmission Partners, LLC in the $850 million construction financing of its 660 MW underwater transmission line between New Jersey and Manhattan. The debt financing was arranged by The Royal Bank of Scotland plc and Société Générale, and the equity financing was provided by private equity funds managed by Energy Investors Funds and Starwood Energy Group Global, LLC;

Hydro-Québec (Canada) in the US$213 million sale of its interest in Cross-Sound Cable Company, LLC (a joint venture created by Hydro-Québec and UIL Holdings Corporation that owns a 330 MW underwater transmission cable between Connecticut and Long Island, N.Y.) to Babcock & Brown Infrastructure Limited (Australia).

Lehman Brothers Inc., Credit Suisse First Boston LLC and Morgan Stanley & Co. Incorporated as lead underwriters in the $331 million initial public offering of common stock by ITC Holdings Corp., the holding company for International Transmission Company.

SunZia Transmission, LLC in joint ownership arrangements and development of two 500 kV transmission lines designed to connect renewable electric generation facilities to the transmission grid in two Southwestern states.

Tenaga Nasional Berhad in the development of a proposed 670 km HVDC underwater cable.

Trans Bay Cable LLC in:

negotiating the engineering, procurement and construction (EPC) contract for a 400 MW, 85 km, high-voltage direct current underwater electricity transmission cable from a substation near the East Bay city of Pittsburg, California, to San Francisco. The Trans Bay Cable is projected to transmit 40 percent of San Francisco’s electricity;

its original construction financing, which included approximately $267 million in senior credit facilities (including a $19 million senior letter of credit facility) and approximately $247 million in subordinated credit facilities. This deal was named Project Finance magazine’s 2007 “North American Infrastructure Deal of the Year;” and

the refinancing of its construction debt, consisting of a 144A offering of $562 million in senior secured notes and a bank credit facility of approximately $53.75 million for letters of credit and working capital.

Selected Utility Transmission Projects Experience

Hydro-Québec (Canada) in the negotiation of a 40-year transmission service agreement with Northern Pass Transmission, LLC, a joint venture between Northeast Utilities and NSTAR in which a subsidiary of Hydro-Québec, H.Q. Hydro Renewable Energy Inc., will acquire 1,200 MW of firm transmission service on the Northern Pass Transmission Line (a US$1.2 billion 140-mile high-voltage direct current line).

NV Energy, Inc. in the acquisition of a joint ownership interest in and capacity use arrangements for a Nevada transmission line project, and in connection with a $343 million loan guarantee from the U.S. Department of Energy, announced on Feb. 15, 2011, for the project. The project, known as ON Line, will connect power grids in northern and southern Nevada and is the first transmission project to receive a loan guarantee from the Department of Energy.

PEPCO Holdings in connection with the development of the Mid-Atlantic Power Authority (MAPP) project involving both underwater and over-land transmission facilities to improve reliability and increase the capacity of its transmission grid.

Exploration and Production

Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited as underwriters and a syndicate of commercial banks in connection with their participation in a $1.2 billion financing for Qatar Petroleum.

Credit Suisse First Boston, Lehman Brothers Inc. and Merrill Lynch & Co., Inc. as joint global coordinators in the $726 million initial public offering and privatization of The Petroleum Authority of Thailand (renamed PTT Public Company Limited), the owner of the national gas transmission network.

the independent non-executive directors of China National Offshore Oil Corporation (CNOOC Limited) in CNOOC's proposed $18.5 billion acquisition of Unocal Corporation, an oil and natural gas exploration and production company and a producer of geothermal energy.

a large South Korean conglomerate in the acquisition of a stake in certain operations of an upstream oil and gas company in Texas and a joint operating agreement in connection with the investment.

Merrill Lynch & Co., Inc.’s principal investments group in connection with an equity investment in Leor Exploration & Production LLC.

Merrill Lynch Credit Products as letter-of-credit provider in the Shari'a-compliant financing for East Cameron Gas Company and in the Chapter 11 reorganization of the company.

Morgan Stanley & Co. International Limited, UBS Limited and Credit Suisse First Boston (Europe) Limited as lead underwriters in the approximately $966 million initial public offering of ordinary shares of OAO Novatek, the largest independent gas producer in Russia.

Santos Ltd. in the sale of its U.S. exploration and production business to IPR Exploration.

Silver Point Capital in connection with the provision of approximately $500 million in senior secured first and second lien credit facilities to Pacific Energy Resources Ltd. to fund its acquisition of the oil and natural gas properties and operations in Alaska owned by Forest Oil Corporation and in a subsequent purchase of offshore California properties out of bankruptcy.

a South Korean private equity firm in the acquisition of Sterling Energy USA, Inc. from Sterling Energy plc and in a $50 million investment in an E&P company focusing on the Marcellus Shale.

a South Korean private equity firm in a $100 million investment in an E&P company with assets in East Texas and the Rockies.

The Vitol Group in its approximately $128 million unsolicited bid for the remaining 59 percent of Arawak Energy Limited through its subsidiary Rosco S.A.

Wapiti Energy, LLC in connection with certain corporate finance aspects of the sale of its 95 percent operated interest in the Conroe field outside of Houston to Denbury Resources in a transaction valued at approximately $431 million.

Wapiti Oil & Gas, L.L.C. in connection with certain corporate finance aspects of its acquisition of various oil and gas properties from Delta Petroleum Corporation for $130 million.

Western Gas Resources, Inc. in its $5.3 billion acquisition by Anadarko Petroleum Corporation.

Woodside Petroleum Limited, an oil and gas company in Australia, with the corporate and litigation aspects of its approximately $1.2 billion hostile tender offer for all of the outstanding shares of Energy Partners, Ltd.

Oil Field Services

ArcLight Capital Partners in its acquisition and combination of AltairStrickland and Repcon, two service companies, and related acquisition and revolver financings.

BJ Services in its $5.5 billion merger with Baker Hughes.

Compagnie Générale de Géophysique in its $3.1 billion acquisition of Veritas DGC, Inc.

Eurasia Drilling Company, the largest provider of onshore drilling services in Russia, in its $720 million combined primary/secondary initial public offering of Global Depositary Receipts and its listing on the London Stock Exchange.

GlobalSantaFe Corporation in its $53 billion merger-of-equals with Transocean Inc.

Integra Group (a portfolio company of private equity firm Brookline Partners, LLC), an oilfield services company in Russia, in its $768 million initial public offering of Global Depositary Receipts.

Och-Ziff Capital Management Group as the controlling shareholder of Kingsnorth Holdings (Cayman) Ltd. in its acquisition and subsequent sale of an offshore semi-submersible drilling rig in Scotland to an affiliate of Frontier Drilling ASA.

Paradigm Geotechnology B.V. in its acquisition of the Reservoir Technologies Division from Core Laboratories N.V.

Seawell Limited (Norway) in its:

$890 million acquisition of Allis-Chalmers Energy Inc.;

$158 million acquisition of Gray Wireline Service Inc. from Centre Partners Management LLC.; and

CMS Energy Corporation in the $1.8 billion sale of its CMS Panhandle Companies, its interstate natural gas pipeline business and accompanying subsidiaries to Southern Union Panhandle.

Duke Energy Corporation in the spin-off of its natural gas transportation business to form Spectra Energy Corp.

the audit, conflicts and governance committee of Enterprise Products GP, LLC, the general partner of Enterprise Products Partners, LP:

in connection with the $9.1 billion acquisition of Enterprise GP Holdings L.P. by Enterprise Products; and

in connection with the $3.3 billion merger of Enterprise Products with TEPPCO Partners, LP.

a group of financial institutions in the $3.6 billion financing by Ras Girtas Power Company, a direct subsidiary of Qatar Petroleum and Qatar Electricity and Water Co. and an indirect subsidiary of Suez Tractebel S.A. and Mitsui & Co. Ltd. The deal contained a $250 million Islamic tranche of debt.

the special committee of the board of directors of Kinder Morgan, Inc. in connection with the leveraged buyout of Kinder Morgan by Rich Kinder, Goldman Sachs, Carlyle/Riverstone and AIG.

the lending group, including Lehman Brothers, HSBC, Calyon S.A. and Bank of Tokyo-Mitsubishi UFJ, Ltd. , in Nakilat Inc.’s program financing, which raised approximately $6.7 billion in three tranches of debt, the proceeds of which were used to build a fleet of 25 LNG vessels to ship liquid natural gas from Qatar to various ports around the world.

the lending group, as well as Bank of Tokyo Mitsubishi Ltd. , in its capacity as agent for commercial banks, SACE Spa, the Italian export credit agency, and two Qatari banks that provided the Islamic financing, in an approximately $3.25 billion construction financing of a power and water desalination facility in Qatar.

Peru LNG S.R.L. , a project company, and the sponsors of the $3.8 billion Peru LNG project as international counsel on the $2.25 billion financing of the first liquefied natural gas export project in Latin America.

Spectra Energy Corp in: numerous debt offerings; the formation of Steckman Ridge, LP, a joint venture with New Jersey Resources, and in Steckman Ridge's subsequent acquisition of a depleted natural gas field in Pennsylvania from Pennsylvania General Energy Company, L.L.C.

Theo Bean in the sale of Mississippi Hub LLC, the owner of a salt dome natural gas storage facility under development, to EnergySouth Midstream and certain funds managed by affiliates of Fortress Investment Group LLC.

The Vitol Group as co-counsel in its $170 million acquisition of Europoint Terminals Netherlands B.V. and Ronaco Holding B.V. from Dagenstaed Investments B.V.

The Vitol Group and Helios Investment Partners in their US$1 billion acquisition of an 80 percent stake in the African downstream oil operations of Royal Dutch Shell plc (the Netherlands).

Vulcan Capital and its affiliate Vulcan Energy Corporation in:

the formation of a joint venture with Plains All American Pipeline, L.P. ("PAA") known as PAA/Vulcan Gas Storage, and the acquisition by the joint venture of a gas storage business from Sempra Energy;

the contested leveraged buyout of Plains Resources Inc. (which owned 44 percent of the general partner of PAA);

the acquisition of an additional 10 percent of the equity interest in the general partner of PAA;

the sale of 4.2 percent of the equity interest in the general partner of PAA to Occidental Petroleum Corporation; and

the sale of 50.1 percent of the equity interest in the general partner of PAA to various investors.

Non-Power Downstream

a consortium led by Access Industries Inc. and The Chatterjee Group in its $5.7 billion acquisition of Basell N.V., which is a joint venture owned by Royal Dutch/Shell Group of Companies and BASF Aktiengesellschaft.

Access Industries Inc. and its chairman, Leonard Blavatnik, in the proposed sale of a majority stake in its subsidiary, LyondellBasell Industries AF S. C. A. to Reliance Industries Limited.

ArcLight Capital Partners in its acquisition of Mountaineer Gas, a local natural gas distribution company in West Virginia.

Basell Polyolefins in its approximately $19 billion acquisition of Lyondell Chemical Company.

CF Industries Holdings, Inc. , a chemical company that manufactures nitrogen and phosphatic fertilizers, in its $715 million initial public offering of common stock.

Huntsman Corporation and various affiliates in an out-of-court restructuring; in several acquisitions, including acquisitions of businesses from Texaco Inc., Eastman Chemical Company, The Dow Chemical Company and Rohm and Haas Company; and in the formation of a joint venture with Imperial Chemical Industries PLC.

Louis Dreyfus Energy Holdings Limited in its sale of the Wilhelmshaven oil refinery in Germany and Louis Dreyfus Refinery and Marketing Limited to ConocoPhillips.

Merrill Lynch & Co., Inc. as global coordinator and the U.S., Hong Kong and international underwriters in the $343 million initial public offering of common stock and American Depositary Shares of Shanghai Petrochemical Company Limited.

National Grid in its acquisition of New England Gas from Southern Union.

OMV Aktiengesellschaft, an oil and gas company in Austria, in its acquisition of certain petroleum refining and marketing assets in Germany, Hungary and Slovakia from BP p.l.c.

Pride Companies LP in its sale of its refining assets, including oil refinery terminals, seven pipelines and storage tanks, to Delek US Holdings Inc.

Thai Oil Public Company Limited, Thailand's largest oil refinery company, in its approximately $788 million privatization via an initial public offering, the largest IPO in Thailand to date. There was a Rule 144A/Regulation S offering outside of that country. This offering was named "Best Equity Deal, Best IPO and Best Privatization" and "Best Thailand Deal" for 2004 by FinanceAsia (December 2004/January 2005), "2004 Best Cross-Border Equity Deal of the Year" for Southeast Asia by Asian Legal Business (March 2005), "2004 Best Equity Deal in Asia" by Euromoney magazine (February 2005), "2004 Best Deal in Thailand" by Asiamoney magazine (December 2004), "2004 Best IPO" by The Asset magazine (January 2005), and "2004 Thai Capital Markets Deal of the Year" by International Financial Review (January 2005).